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WARBURG PINCUS INSTITUTIONAL FUND, INC.-
Small Company Growth Portfolio
Supplement to Prospectus dated October 21, 1997
Effective as of the close of the New York Stock Exchange, Inc. on
November 7, 1997 ("Closure"), Warburg Pincus Institutional Fund, Inc. -
Small Company Growth Portfolio (the "Fund") will be closed to purchases by
certain new investors. After Closure, the sale of additional Fund shares will be
limited to the following investors:
- persons who were both beneficial and record owners of Fund
shares at Closure;
- beneficial owners of Fund shares at Closure through accounts
maintained by intermediaries (such as brokerage firms and
other industry professionals) by arrangement with the Fund
and/or the Fund's distributor;
- a retirement plan, which is an owner of Fund shares at
Closure, purchasing Fund shares in the ordinary course of its
operations for the benefit of new or existing plan
participants;
- clients of the Fund's investment adviser (the "Adviser"); and
- directors, officers and employees of the Adviser and its
affiliates.
After Closure, distributions of dividends and capital gains will
continue to be reinvested unless a shareholder elects otherwise. The Fund may
reopen in the future depending on market conditions and other relevant
considerations.
Dated: November 4, 1997 WPINS-16-1197
